Creamy Stovetop Mac and Cheese
This is the creamiest, cheesiest stovetop mac and cheese you'll ever eat! Ready in just 30 minutes, it’s the perfect weeknight recipe. Whether you make a meal out of it or serve it alongside your favorite entree, this simple macaroni and cheese will become your go-to.

A big bowl of macaroni and cheese ranks right up there with a peanut butter and jelly sandwich for me when it comes to comfort food. My go-to recipe is my favorite baked mac and cheese version - I love the buttery crumb topping and crusted bits of macaroni and cheese around the edges! And, of course, I turn to my beloved crock pot mac and cheese when feeding a crowd.
However, there is something that feels so good about scooping creamy mac and cheese out of a pot on the stove. It took me what felt like eons to nail this recipe, but I’m convinced that this might be THE creamiest and cheesiest stovetop recipe EVER. Case closed.
Simple Ingredients
This is an incredibly simple, basic cheese sauce made with butter, flour, milk, and cheese, but the ratios result in one HECK of a cheese sauce. It's super thick and cheesy, which basically equates to perfection when you're talking about macaroni and cheese. Here is what we use:

- Pasta: Elbow macaroni is the classic mac and cheese shape, but any other short noodle will work like small shells, cavatappi, gemelli, campanelle, or radiator.
- Unsalted Butter + All-Purpose Flour: The combination of these creates a roux, which thickens the cheese sauce.
- Milk: The base of the cheese sauce! I recommend using whole milk for a richer, thicker sauce, but 2% will also work.
- Cheese: We use a combination of American and cheddar cheeses for a classic, creamy flavor. However, you can play around with other varieties, such as white cheddar, Muenster, gruyere, fontina, gouda, colby, Monterey jack, mozzarella, etc. Also be sure to buy your cheese in a block (and slices of American cheese) and shred it yourself. Pre-shredded cheese is coated to prevent it from clumping, but this also prevents it from melting well and can cause your macaroni and cheese to be grainy.
Step-by-Step Overview
This comes together quickly and easily with only a few steps required.
Step #1: Cook the Pasta – Boil the pasta according to the package directions, then drain and set aside.
Step #2: Make the Roux – In a large pot or Dutch oven, melt the butter over medium heat, then add the flour and whisk constantly until the mixture is light brown, about 1 to 2 minutes. Reduce the heat to medium-low and slowly whisk in the milk. Simmer and whisk occasionally until thickened, about 5 minutes.

Step #3: Add the Cheese – Add the cheese a handful at a time and whisk until melted. Season to taste with salt and pepper.
Step #4: Add the Cooked Pasta – Add the drained pasta to the cheese sauce and stir to combine. Serve immediately!

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Mac and Cheese Variations
My favorite way to enjoy macaroni and cheese is with a simple grind of fresh pepper on top, but there are countless ways you can modify the recipe. Aside from changing up the cheeses (see some ideas in the “Ingredients” section above), below are other ways you can customize the recipe:
- Add Meat – Chopped-up ham, bacon, turkey, or even cut-up pork chops!
- Add Veggies – Onions and peppers for a southwestern flair; broccoli florets, cauliflower, mushrooms, and spinach are all great options, too.
- Add Seasonings – While I keep the recipe pretty plain, feel free to add extra flavor by using garlic powder, mustard powder, paprika, cayenne pepper, hot sauce, Worcestershire sauce, etc.
- Add a Topping – Crush up some Ritz crackers or toast some panko breadcrumbs in butter and sprinkle on top of each serving.
Make-Ahead, Storage, Reheating, and Freezing
- Make-Ahead – You can shred your cheese ahead of time and store it in an airtight container or ziploc bag in the refrigerator for up to 2 days before you prepare the mac and cheese.
- Storage – Store the prepared mac and cheese in an airtight container in the refrigerator for up to 3 days.
- Reheat – This reheats like a DREAM! Simply re-warm in the microwave or in a saucepan on the stove; while it stays nice and creamy, you can always add a splash of milk when reheating if you think it needs to smooth out a bit.
- Freezing – This mac and cheese freezes beautifully. Store in an airtight ziploc bag (or airtight container) for up to 3 months. Thaw in the refrigerator overnight before reheating.

Serving Suggestions
While I wholeheartedly believe that mac and cheese can be a bona fide main dish, it is most often served as a side dish. The following are great pairings for creamy mac and cheese:
- Classic Meatloaf
- Buttermilk Fried Chicken
- Pulled Pork
- Slow Cooker BBQ Brisket
- Slow Cooker BBQ Ribs
- Homemade Fish Sticks
More Popular Mac and Cheese Recipes
- Crock Pot Mac and Cheese
- Ultimate Baked Mac and Cheese
- Chrissy Teigen’s Mac and Cheese
- Cajun Shrimp Macaroni and Cheese
- Hatch Chile Mac and Cheese
- Butternut Squash & Bacon Mac and Cheese
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Creamy Stovetop Mac and Cheese
Ingredients
- 1 pound elbow macaroni
- ½ cup (113 g) unsalted butter
- ¼ cup (49 g) + 2 tablespoons all-purpose flour
- 5 cups (1200 ml) whole milk
- 24 ounces sharp cheddar cheese, shredded
- 8 ounces American cheese, sliced and chopped
- Salt and pepper, to taste
Instructions
- Cook the pasta according to the instructions on the box, then drain; set aside.
- In a large Dutch oven or saucepan, melt the butter over medium heat. Add the flour and whisk to combine, then cook for 1 to 2 minutes, whisking constantly, until the mixture is a light golden brown color and beginning to emit a nutty smell.
- Reduce the heat to medium-low and slowly whisk in the milk until smooth. Simmer until slightly thickened, about 5 minutes, whisking occasionally.
- Add the cheese, a handful at a time, whisking well after each addition and not adding more until the previous handful is fully melted and incorporated. Season to taste with salt and pepper.
- Add the drained pasta to the cheese sauce and stir to combine, breaking up any clumps of macaroni. Serve immediately. Leftovers can be stored in an airtight container in the refrigerator for up to 3 days.
Notes
- Pasta: Elbow macaroni is the classic mac and cheese shape, but any other short noodle will work like small shells, cavatappi, gemelli, campanelle, or radiatore.
- Milk: I recommend using whole milk for a richer, thicker sauce, but 2% will also work.
- Cheese: You can substitute other cheeses, such as white cheddar, Muenster, gruyere, fontina, gouda, colby, Monterey jack, mozzarella, etc. Also, be sure to buy your cheese in a block (and slices of American cheese) and shred it yourself. Pre-shredded cheese is coated to prevent it from clumping, but this also prevents it from melting well and can cause your macaroni and cheese to be grainy.
- Add Meat - Chopped-up ham, bacon, turkey, or even cut-up pork chops!
- Add Veggies - Onions and peppers for a southwestern flair; broccoli florets, cauliflower, mushrooms, and spinach are all great options, too.
- Add Seasonings - While I keep the recipe pretty plain, feel free to add extra flavor by using garlic powder, mustard powder, paprika, cayenne pepper, hot sauce, Worcestershire sauce, etc.
- Add a Topping - Crush up some Ritz crackers or toast some panko breadcrumbs in butter and sprinkle on top of each serving.
- Make-Ahead - You can shred your cheese ahead of time and store it in an airtight container or ziploc bag in the refrigerator for up to 2 days before you prepare the mac and cheese.
- Storage - Store the prepared mac and cheese in an airtight container in the refrigerator for up to 3 days.
- Reheat - This reheats like a DREAM! Simply re-warm in the microwave or in a saucepan on the stove; while it stays nice and creamy, you can always add a splash of milk when reheating if you think it needs to smooth out a bit.
- Freezing - This mac and cheese freezes beautifully. Store in an airtight ziploc bag (or airtight container) for up to 3 months. Thaw in the refrigerator overnight before reheating.
Did you make this recipe?
Leave a review below, then snap a picture and tag @thebrowneyedbaker on Instagram so I can see it!




I made this recipe exactly as printed. I wanted to make mac and cheese for my daughter’s sleep over and decided to try something besides my go-to smoked gouda mac and cheese recipe. The cheese sauce in this recipe is good, but it made way more sauce than needed for 1lb of pasta…my pasta was floating in it. I ended up having to bake it in order to soak up the excess sauce. I would recommend using 4 cups of milk rather than 5.
I made this last night (testing it out for a dish to serve at my daughter graduation party), and halved the cheese sauce recipe after reading reviews saying it was too soupy. The flavors were spot on! It’s everything I was looking for in a creamy mac n cheese…however…I will be making this dish as it is printed above for the party, and here’s why;
Immediately after adding the sauce to the pasta, yes…it’s a little thin, but within thirty minutes (remember…I made half the amount of cheese sauce the recipe calls for) it began to thicken up, and was still creamy, though slightly set. After dinner, as I was putting leftovers away, the pasta was coated with the sauce but slightly dry…like a baked mac n cheese, which is not my favorite. So, because this dish is going to be out on a buffet for at least a few hours during the party, I want it to be at its maximum creaminess even after it cools down. I’m sure I will not be disappoint.
I have looked for years for a good, homemade mac n cheese recipe, and now I can stop looking. This is going in my recipe book.
To die for!
im not a fna of chese but wen its like that.. then you got a prob.. dont agee that u neeed to sit ur mac in a pool of it that u forget y the mac and chees eis ther.e. ratios and portions r impotant and as a chef i undrstand y plp tend t see thingd for wat they r not. i see things for wat they r so wen i look for a recipe i can say wow this idiot aded to much salt or not enough sauce for the amount of rice or etc. u and ur creamy stuff.. il make my own with half as much but the best part is im not making it for myself as i dont care for gooey cheesy over the top but my own fam.. have a good one
The consistency was very good and it was easy to make. It tasted paste to me thow.
I have made homemade Mac & cheese my family loved it I only added grated cheese and milk and butter then mixed it through with the mac. then in the oven it went….I made your version today because my youngest daughter’s friends mom makes hers creamy so I found this recipe and it is the BEST so glad I found it…..thank you ps… making it again this Tuesday for supper..Delish
Made this tonight to take to a party. At first I thought it was too runny. It thickened up nicely while remaining creamy. This is definitely my new go-to Mac n cheese recipe. I got so many compliments and multiple people asked for the recipe. For those who like spicy food, I divided it and added a tablespoon of cayenne pepper to one half.
This looks a bit too, uh, creamy, but that will work best for me. I’ll add diced meats, portion it into storage containers & freeze them.
Do you use deli American cheese or is it Velveeta?? This dish looks so delicious. One of m favorite foods is mac n cheese!
Hi Laura, I used deli American. Enjoy!
I just made this for my kiddos and it’s so yummy! Super creamy and great flavor! I used white extra sharp cheddar and added a touch of nutmeg and dry mustard and used shells instead of elbow! Thanks for the delicious recipe! I’ll be making it again!
OK, so am I the only one who ended up with waaaaay too much sauce? I halved this recipe and still ended up with 2 cups of extra sauce, ha!
HOWEVER. I am toying with the idea of freezing the leftover sauce for future use, because we all really enjoyed it! Son who loves mac & cheese of any kind gobbled it up, and husband who is pickier declared this recipe a hit. Thanks for sharing.
I am making the Irish Car Bomb cupcakes.
Is there some way to incorporate Creme de Menthe in this recipe?
Where would you use it? I need a second light alcohol cupcake for St. Patrick’s Day.
Thank you
Hi Maureen, There really isn’t a good way to incorporate Creme de Menthe into that recipe – that trio of ingredients (Guinness, whiskey and Baileys) is a very specific combination.
Just tried this today and it was great! Came out so smooth, even without the american cheese (didn’t have any).
I did reduce the 5 cups of milk to 2 1/2 cups just because I thought it would be too much and added some garlic powder and it worked perfectly. Def keeping this in my recipe book.
I used a different cheese and it came out bland, but next time I’ll use the sharp cheddar. This was pretty easy to make, only difference is I had to add a touch of corn starch. I also added a touch of cayenne and cumin, and that helped my mistake. I will be trying this again!
This is amazing! The only bad part is when you add the butter and flour mix it burns a bit and makes big black chunks on stuff. Though it leads to its name, it’s so thick and creamy. Love it!
The sauce is AMAZING as written!! Next time, I might make half the sauce or use twice the macaroni, but I actually don’t think it’s an excessive amount of sauce for one pound if you like really saucy mac and cheese. I just like my Mac and cheese a little drier.
Made this tida, great taste a little to soup though. I will make it again but will use less milk and cheese or add more macaroni.
I’ve made this recipe twice, thinking I made a mistake the first time, because it sounded sooo good. Both times, the roux was much too floury and certainly not smooth and creamy. The sauce itself is way to thick and not at all like the photo portrays. Also, frankly 2 pounds of cheese for this mess is ridiculous. Once again, confirms on line “cooks” that don’t know what they’re doing should stay off line and in their own kitchens.
2nd time I made this…still way to liquid you, even after more flour in butter mixture. How did you get it to thick Patti?
Wow, it’s one thing to give constructive criticism, it’s another to be downright rude. I made this recipe one single time exactly as the recipe says and other than having enough cheese mixture for double the amount of pasta (which was no biggee..made some more noodles and will see how well it freezes!) it turned out delicious!
@Tess, do you think you might comment again when you’ve tried the frozen? I am thinking of doing the exact same thing because we LOVED the recipe but also ended up with a lot of leftover sauce. And frankly, to let that sauce go to waste would be criminal. ;-)
I also need a good stove top macaroni cheese recipe. I’ve been trying to wing it and mix all the right things together to make it for the family but it always ends up being a wrong consistency. I’m going to try this recipe. It looks so creamy and delicious.
I love Mac n cheese but I’m picky & our large family is Pickier. I’ve been experimenting lately and this seems to be the best one I’ve made!! Only problem I’m having is getting butter/ milk to thicken a tad and getting the cheeses to melt on that simmer temp (I turned it up to medium).
Great job.
My 3 and 9 year old grandkids loved this recipe. I have prepared other Mac and cheese recipes, but they like this one the best. The American cheese makes it creamy. I used mild cheddar as I thought the kids would not like the strong flavor of the sharp. However, next time I will use the sharp as I feel it will give a richer cheese flavor. My 3 year old granddaughter is a picky eater and she had seconds. Thanks for this easy yet very pleasing recipe.
I need more than 6-8 servings for a crowd. Would this recipe work if doubled? Would it take longer to cook? Or did this recipe feed more than 6-8 people as is? Thanks! It looks delicious
Hi Deborah, If you doubled it, it may take a little longer. If you’re serving it as a side dish, it will definitely stretch. I’m not sure how many you’re serving, though.
This is a great recipe if you make one change. I make a lot of mac and cheese and I cooked 2lbs of pasta because I knew this would be like mac and cheese soup. 1 lb of pasta, 5 cups milk, and two lbs of cheese didn’t seem right to me. I added a pound, stirred, and then ended up adding 1 lb more, that made two 13 x 9 pans for Thanksgiving. With that change and a little dry mustard added, I won’t ever make another recipe ever again. The added american cheese made for a really smooth, creamy dish! I am making this again in a couple days. Thanks for the recipe!
Thanks for the review Crissy! And thanks for sharing your adaptations :)
I just made this to take to our Thanksgiving gathering and had to test it out first. I have to say, it IS creamy but not as tasty as the picture looks. I made it exactly as directed but it is kind of bland even with salt. It just has a kind of weird taste, maybe the sharpness of the cheddar? I honestly don’t k ow what I can do to make it less, blah. Maybe I’ll add a panko or bread crumb topping.
HI!!
I was hoping to make this as a side for Thanksgiving however I need enough for 25 people. We will be arriving 1 hour before we start to eat…is there any other way to reheat this other than microwave? What if it sat on a warmer for the hour before we eat and was made fresh before we arrived at the house we ate eating?
Thanks!
Hi Clea, I think your idea of making it fresh right before leaving, then keeping it warm for an hour or so should be fine.
Hey, I think the reason why your macaroni and cheese turns out grainy is because the heat is too high. You have to put it on low when you are making it. Works for me when I do it. Hope I was helpful. ?
tastes awful. no flavor at all. :( super disappointed and a huge waste of $!!
The ratio of cheese to sauce is way off. I’m
A huge cheese lover and there was entirely too much sauce. Also mine came out very gritty. I did use pre-shredded cheese, not sure if that had anything to do with it but I think I have hangs to keep looking for a rich creamy recipe that’s worthy.
Hi Eileen, It is a saucy recipe, I’m sorry you didn’t enjoy it. But yes, grittiness would definitely be due to pre-shredded cheese. It is coated in an anti-caking agent that causes grittiness when melted in large quantities.
YUM!!! This looks amazing. I know you mentioned it makes a lot, but do you think I should double the recipe if I’m making it as a side (to go along with pulled pork) for seven people?
Hi Allison, I think a single recipe as a side dish would be fine, unless you think people would really pile on the mac and cheese. If so, go ahead and double, and then enjoy any leftovers :)
Hi Michelle :) I don’t think American cheese is available in my part of the world -_- What else could I add to make the sauce creamy?
Hi Sophia, It’s super creamy, so if you have something like Velveeta that melts really well, that would work too.